(c) NO SECURITY: the Guarantor shall not take or accept any security
 interest from the Lessee or from any third party with respect to the
 Obligations, without first obtaining the Lessor's written consent
 which consent shall not be unreasonably withheld;

 (d) NATURE OF OBLIGATION: Guarantor's obligation to make all payments
 due hereunder and to perform its other obligations hereunder shall
 be absolute and unconditional and shall in no event be subject to
 any right of setoff, recoupment, deduction or counterclaim or any
 other defense which Guarantor or any other Person may now or
 hereafter have against any Guaranty Beneficiary or any other Person,
 which Guarantor hereby waives to the full extent permitted by law,
 save for payment and performance in full of the Obligations.

 (e) LESSOR: Lessor (or any of its Affiliates) may set off any Obligation
 of Guarantor hereunder against any obligation owed by Lessor or any
 of its Affiliates to Lessee or Guarantor or any of their Affiliates,
 and, in the case of Lessor, to the extent permitted by Law, shall
 notify Guarantor promptly after any such set-off provided that the
 failure to give such notice shall not impair any rights or remedies
 of the Guaranty Beneficiaries hereunder.

 (f) SUBROGATION: Guarantor shall become entitled to subrogation rights
 by reason of performance of any of its obligations hereunder,
 provided, that such rights are and shall be subject and subordinate
 to the rights of the Guaranty Beneficiaries against Lessee under the
 Lease in the event of any insolvency, bankruptcy, liquidation,
 reorganization or other similar proceedings related to Lessee, or in
 the event of